POLKADOT IS NOT A SECURITY
There are endless debates currently about which tokens are in fact ‘securities’ and therefore subject to SEC oversight. The SEC
bruce
July 14, 2023
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SEC V. LBRY INC., ANALYSIS
The summary judgment in favor of the SEC was issued on November 7, 2022 and the only issues addressed were
bruce
November 9, 2022
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LEGAL ISSUES FOR SOCIAL MEDIA CRYPTO INFLUENCERS
There is an endless array of social media personalities all over every media outlet possible discussing every facet of the
bruce
August 23, 2022
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THE CURIOUS CASE OF EMINIFX AND EDDY ALEXANDRE
Federal DOJ criminal charges and a Commodities Futures Trading Commission civil complaint have recently been filed against Mr. Alexandre for
bruce
August 17, 2022
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LEGAL IMPLICATIONS OF THE FIRST CRYPTO INSIDER TRADING CASE
The Department of Justice recently charged former Coinbase product manager Ishan Wahi, his brother Nikhil Wahi and friend Sameer Ramani
bruce
July 26, 2022
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SOLANA CRYPTOCURRENCY ISSUER SUED FOR VIOLATIONS OF SECURITIES LAWS
Is the Solana (SOL) token a security and was it issued in violation of US securities laws? This is exactly
bruce
July 11, 2022
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ANALYSIS OF SOLEND/SOLANA GOVERNANCE VOTING TO SEIZE WHALE ACCOUNT
On June 19, 2022 a second vote was held by the governance board through its voting protocol to invalidate the
bruce
June 21, 2022
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PROPOSED CRYPTO REGULATION CLASSIFIES CRYPTO-ASSETS AS COMMODITIES
A Senator from NY and a Senator from WY have recently presented Congress with a draft proposal for a crypto
bruce
June 9, 2022
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WHAT IS THE PROPER LICENSE FOR AN NFT PLATFORM TO OBTAIN?
The SEC has recently indicated that it will begin to study the NFT sector to determine if NFTs are being
bruce
March 8, 2022
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ARE NFTs SECURITIES?
Unfortunately there is no clear answer to this question at this time due to a lack of regulatory guidance and
bruce
February 28, 2022
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CRYPTO EXCHANGES AND THEIR ROLE IN RUG PULLS
Fraud is endemic in the crypto markets as most participants and regulators are quick to admit, if they are honest,
bruce
February 3, 2022
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DECENTRALIZED AUTONOMOUS ORGANIZATIONS ISSUES AND GOVERNANCE
Decentralized Autonomous Organizations (DAOs) are a new entity type only beginning to take hold as a governance mechanism for a
bruce
October 23, 2021
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STATE REGULATORY ACTION AGAINST BLOCKFI
Recently a ‘Cease and Desist Order’ was issued against BlockFi by the securities bureau of New Jersey prohibiting any further
bruce
July 29, 2021
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INVESTING IN UNDEVELOPED RURAL AND SUBURBAN LOTS
As a result of the national urban sprawl and population growth, a number of firm clients are interested in investing
bruce
July 14, 2021
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DEMAND LETTERS EXPLAINED
The public seems to be very confused about what formal demand letters are and what they are intended to do.
bruce
June 27, 2021
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MAIL IN BALLOTS ON THE BLOCKCHAIN
The conclusion seems obvious: if there is a threat to the mail-in voting system then a public system of tracking
bruce
October 20, 2020
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MONEY TRANSMITTER LICENSE FOR CRYPTO BUSINESSES
The process of obtaining an MTL begins with FinCen registration, then registration with NMLS, which is a national database where over 30 states participate to approve a MTL in their respective states. So, the NMLS system is national, but each MTL is reviewed and approved by each individual state’s regulators.
bruce
August 4, 2020
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CROWDFUNDING SCAMS AND PITFALLS
Crowfunding is as old as any other type of capital fundraising but the regulations were codified officially in the 2012
bruce
May 22, 2020
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IS THE PAYCHECK PROTECTION PROGRAM A LOAN OR A GRANT?
Simply put it potentially may be both. The SBA doesn’t make loans it only guarantees them. It’s up to their
bruce
April 27, 2020
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ARE YOU A TOTAL DUMB ASS?
Do you have a business and the only time you reach out to legal counsel is when you have an actual legal problem? If so, you are probably a total dumb ass and you don’t actually understand how attorneys should be used.
bruce
April 15, 2020
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NEW BANK SECRECY ACT CRYPTO GUIDANCE FROM US REGULATORS
The Securities & Exchange Commission (SEC), Financial Crimes Enforcement Network (FinCEN) and Commodity Futures Trading Commission (CFTC) have issued a
bruce
October 17, 2019
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PROLIFERATION OF DISCOUNT LEGAL SERVICES AND THE PITFALLS INHERENT THEREIN
A disturbing and dangerous business model has become endemic which seeks to exploit unemployed and unemployable attorneys for whom there
bruce
October 2, 2019
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PROPOSED UTILIZATION OF THE BLOCKCHAIN IN THE TRACKING AND REGISTRATION OF FIREARMS
Recent developments in firearms finding their way into the hands of criminals and mentally unstable individuals who have subsequently used
bruce
August 10, 2019
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REAL ESTATE ASSET PROTECTION GUIDE
Disclaimer: This guide provides educational and general principles and in no way represents a proposal, legal advice or specific recommendations
bruce
June 4, 2019
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5 TIPS WHEN NEGOTIATING A CONTRACT
Be certain the correct parties are named: if you want the other party to be personally bound then don’t let
bruce
May 22, 2019
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WHEN IS IT TIME TO SETTLE?
In the present litigious climate full of starving shark attorneys, most business owners and other professionals have or will receive
bruce
March 6, 2019
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ALTERNATIVE FRAMEWORK FOR ACCREDITED INVESTOR REQUIREMENT
Since 1982 the SEC has instituted a regulatory scheme wherein only persons with $1mn in assets and $200k in earnings
bruce
February 18, 2019
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CONFIDENTIALITY, NON-CIRCUMVENTION, AND NON-DISCLOSURE AGREEEMENTS
Before a party enters into negotiations or preliminary discussions regarding any potential business transaction, idea or product care must be
bruce
October 2, 2018
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WHY ICO’s HAVE INHERENT CONFLICTS OF INTEREST
When a new project development team issues what it deems to be a ‘utility’ or ‘non-security’ token, it means that
bruce
September 13, 2018
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THE NEED TO REGULATE CRYPTOCURRENCY EXCHANGES
The nascent cryptocurrency industry is awash in minuscule, unlicensed, unregulated, garage or basement based poorly secured exchanges that generally have
bruce
August 5, 2018
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CASE FOR A REVERSE ICO FOR THE UNITED STATES POST OFFICE
Initial Coin Offerings are well known by most to provide funding to a blockchain project before it is viable or
bruce
July 16, 2018
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REMAINING QUESTIONS REGARDING SEC TREATMENT OF INITIAL COIN OFFERINGS
The Howey test involves an analysis of a given token offering to assess whether or not it should be treated
bruce
July 5, 2018
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TOKENIZING ASSETS ON THE BLOCKCHAIN
You will be hard pressed to find any expert or authority in the field who will not agree that blockchain
bruce
June 21, 2018
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SEC ISSUES MAJOR NEW GUIDANCE ON CRYPTOCURRENCY
William Hinman head of the Division of Corporate Finance at the SEC has today announced that the SEC does not
bruce
June 14, 2018
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HOWEYCOINS.COM-SEC LAUNCHES FAKE CRYPTO OFFERING WEBSITE TO SCARE INVESTORS
The Securities and Exchange Commission has taken an unprecedented step in creating a fake website which purports to raise funds
bruce
May 18, 2018
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AVOIDING INITIAL COIN OFFERING SCAMS AND FRAUD
The unfortunate reality is that the crypto space is inundated with shady people, hype, empty promises, and dishonest marketing. This
bruce
April 12, 2018
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UTILITY TOKEN VS SECURITY TOKEN
A great deal of confusion exists as to the gauntlet of US securities laws with respect to alt-coins or crypto
bruce
April 5, 2018
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CRYPTOCURRENCY ESTATE PLANNING
Due to its increased ability to store significant amounts of wealth, cryptocurrency storage and access is fast becoming a big
bruce
February 25, 2018
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ICOs ARE NOW A HIGH RISK VENTURE
AriseBank’s $600 million ICO has been taken down by the SEC which has now formed an intra-agency unit devoted exclusively
bruce
February 1, 2018
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TAX ACT KILLS “LIKE-KIND” 1031 EXCHANGE FOR CRYPTOCURRENCY
Cryptocurrency owners are generally obliged to pay taxes when they exchange it for dollars or physical goods, but the new
bruce
January 31, 2018
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NORTH AMERICAN BITCOIN CONFERENCE A GREAT SUCCESS
Mr. Belenky would like to extend a heartfelt “thank you” to all who came out to Miami this week to
bruce
January 20, 2018
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NORTH AMERICAN BITCOIN CONFERENCE IN MIAMI
Please join Mr. Belenky on January 18-19 at the North American Bitcoin Conference in Miami at the James L. Knight
bruce
January 14, 2018
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DOMESTIC ASSET PROTECTION TRUSTS
In our ongoing series debunking of legal business practices we continue with Domestic Asset Protection Trusts (DAPTs). These are simply
bruce
December 9, 2017
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BASIC ASSET PROTECTION
Generally speaking most states protect the necessities of life, or at least some amount thereof, from seizure by creditors, which
bruce
December 6, 2017
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DO YOU REALLY NEED A FAMILY LIMITED PARTNERSHIP?
Attorneys love to push Family Limited Partnerships for estate planning and asset protection purposes, generally because they are costly to
bruce
November 20, 2017
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DO YOU REALLY NEED A LAND TRUST?
First, what does a land trust do? It allows the recording of land title anonymously using a 3rd party trustee,
bruce
November 12, 2017
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WORST STATES TO FORM AN LLC
We recently reviewed the best states to form an LLC, which include Delaware, Wyoming, and New Mexico. In this post
bruce
November 9, 2017
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CRYPTOCURRENCY TOKEN ANALYSIS USING THE HOWEY TEST
Section 2(a)(1) of the Securities Act of 1933 defines “securities” as: “any note, stock, treasury stock, security future, security-based swap,
bruce
November 5, 2017
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TOP THREE BEST STATES FOR LEGAL ENTITY FORMATION
This is the eternal and perpetual question just about every client starting a company wants answered, and perhaps some insight
bruce
October 30, 2017
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HOW TO REVIEW A PRIVATE PLACEMENT MEMORANDUM
The Private Placement Memorandum is a complex legal disclosure document which relies on The Securities Act of 1933 and Regulation
bruce
October 15, 2017
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LEGALZOOM AND THE DO-IT-YOURSELF LEGAL SERVICES SCAM
In centuries past, the legal profession was highly selective about the individuals who were permitted to dispense legal advice. Attorneys
bruce
September 20, 2017
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ESCROW AGREEMENTS
Escrow agreements are used to safeguard money or property with a neural third party while a transaction is completed. The
bruce
September 18, 2017
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CONDITIONS, DECLARATIONS, AND DISCRETIONARY AUTHORITY
The final types of contract terms which make up most properly constructed agreements are conditions, discretionary authority, and declarations. We
bruce
September 16, 2017
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RIGHTS AND COVENANTS IN CONTRACT DRAFTING
These contract drafting terms both essentially mean the same thing, albeit from differing viewpoints. A covenant is simply a promise
bruce
September 14, 2017
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CRYPTOCURRENCIES TUMBLE AFTER COMMENTS BY CHASE CEO
Jamie Dimon, affectionately known as “JD” by friends and family, has come out bent-wrist swangin’ against Bitcoin specifically, calling it
bruce
September 13, 2017
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BOILERPLATE GENERAL CONTRACT PROVISIONS
The “boilerplate” contract provisions typically form the last section of an agreement, and they are typically dismissed as “housekeeping” of
bruce
September 11, 2017
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CHINA HALTS INITIAL COIN OFFERINGS AND CLOSES BITCOIN EXCHANGES
During the first week of September, China issued its ban on new “Initial Coin Offerings” which raise funds for start-ups
bruce
September 9, 2017
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PAROL EVIDENCE RULE AND THE MERGER CLAUSE
The parol evidence rule is a substantive rule of contracts which prohibits the introduction of contradictory extraneous prior or contemporaneous
bruce
September 7, 2017
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SURPLUS OR EXCESS FUNDS AFTER FORECLOSURE
The typical foreclosure will not result in an amount above and beyond that which is owed to the lender, and
bruce
September 3, 2017
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CONFIDENTIALITY, NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENTS
Before a party enters into negotiations or preliminary discussions regarding any potential business transaction, idea or product care must be
bruce
August 28, 2017
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ARE INITIAL COIN OFFERINGS SECURITIES?
To answer this question we must look at what securities are: generally speaking securities are debt or equity investments in
bruce
August 4, 2017
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WASHINGTON STATE INSTITUTES CRYPTOCURRENCY EXCHANGE RULES
In a daunting move that is certain to put a crimp into open-source blockchain, on July 23rd, 2017, Washington passed
bruce
July 29, 2017
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FUNDRAISING VIA INITIAL COIN OFFERING (ICO)
The general method of fundraising equity for a startup venture is either to go through Regulation A, Regulation D, or
bruce
July 17, 2017
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INTRODUCTION TO THE CRYPTOCURRENCY BLOCKCHAIN
The most basic answer is that the blockchain is a publicly viewable, decentralized ledger which lists every transaction that is
bruce
July 15, 2017
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BEST LEGAL ENTITY STRUCTURE FOR YOUR VENTURE
This question is usually overly complicated by clients and attorneys when the answer is usually quite simple: for the vast
bruce
July 9, 2017
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COLLECTING ON A JUDGMENT
If the judgment is against an individual then the creditor may record it in the county records, ruin the defendant’s
bruce
May 28, 2017
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QUI BONO – WHO BENEFITS FROM LITIGATION?
The reader may have idealized notions regarding the American justice system, although that would be rather naïve in this day
bruce
May 9, 2017
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WHO CONTROLS LEGAL REPRESENTATION?
The answer seems to be clear: you, the client control the manner and course of your representation. However, most clients
bruce
May 3, 2017
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SELECTING THE RIGHT ATTORNEY FOR YOU
The legal market is saturated with lawyers scrambling for clients; unfortunately customer service is rarely on the agenda. Beyond competence
bruce
April 25, 2017
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